Last updated / Effective date: Mar. 10, 2023
The company under the name Enfinity Software FZ-LLC and the distinctive title “ENFINITY”, is a company organized and existing under the laws of United Arab Emirates, who has its seat in Compass Building, Al Hamra, RAKEZ Business Zone, Ras Al Khaimah, United Arab Emirates, that has designed and operating the EXPOSYSTEM Cloud platform (hereinafter the Service).
By using the Service we assume you (hereinafter “the Customer“) accept these terms and conditions in full.
Do not continue to use the Service if you do not accept all of the terms and conditions stated on this page.
1. SOFTWARE SERVICES
Enfinity will lease to Customer a set of components that are part of the Service, providing the necessary access codes to use these components. The exact components, software services and any usage limits that apply to Customer are stated in the Contract that is signed and is in effect between the two parties.
2. CONTRACT PERIOD
Enfinity will lease the Service to Customer on a periodic basis. The effective and renewal or expiration dates of the Agreement are stated in the Contract that is signed and is in effect between the two parties.
If Customer terminates the Agreement, then Customer shall uninstall and delete all the software components of EXPOSYSTEM that are locally installed on Customer’s computers, and which software components were provided by Enfinity for the operation of the Services under the agreement.
If Customer terminates the Agreement, then future re-subscriptions will be subject to different terms and conditions, according to the agreement that will be available by Enfinity at that time.
3. FINANCIAL TERMS
The subscription fees, payment terms, suspensions and all financial terms that govern the agreement between Enfinity and Customer, as well as the usage of the Service by the Customer are stated in the Contract that is signed and is in effect between the two parties.
4. REPRESENTATIONS AND WARRANTIES
General. Each Party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound.
Compliance with the Laws. Each Party represents and warrants that no consent, approval or authorization of or designation, declaration or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each Party shall, at its own expense, comply with all laws, regulations and other legal requirements that apply to it and this Agreement, including copyright, privacy and communications decency laws.
Acceptable Use. Customer is solely responsible for the content of any digital assets, data, or transmissions using the Services, or any other use of the Services by Customer or by any person or entity Customer permits to access the Services. Customer represents and warrants that it will: (a) not use the Services in a manner that: (i) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (ii) will disrupt a third parties’ similar use or Licensed Materials ; (b) not violate or tamper with the security of any Enfinity computer equipment or program;. If Enfinity has reasonable grounds to believe that Customer is utilizing the Services for any such illegal or disruptive purpose, Enfinity may suspend the Services immediately with or without notice to Customer. Enfinity may terminate the Agreement as contemplated in Section 12 if Customer in fact fails to adhere to the foregoing acceptable use standards.
ENFINITY WARRANTS THAT THE SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DEMONSTRATED FUNCTIONALITY. ENFINITY DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT ENFINITY WILL CORRECT ALL SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT ENFINITY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY ENFINITY (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER ENFINITY NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL ENFINITY OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.
NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF ENFINITY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
5. LIMITATION OF LIABILITY
Excluding the liability under the section entitled “No Infringement” below, UNDER NO CIRCUMSTANCES WILL ENFINITY OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING THE SERVICES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO ENFINITY’S RECORDS, PROGRAMS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY BREACH BY ENFINITY OF THIS AGREEMENT, ENFINITY’S LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT PAID TO ENFINITY BY CUSTOMER FOR THE CURRENT SUBSCRIPTION TERM.
No Infringement. Enfinity warrants the Licensed Material will not infringe any patent, trademarks, copyright or any proprietary rights of a third party or constitute a misuse or misappropriation of a trade secret. Customer shall notify Enfinity promptly in writing of any known action brought against Customer based on an allegation that Customer’s use of any materials infringes any patent, trademark, copyright, or infringes any right of a third party, or constitutes misuse or misappropriation of a trade secret (“Infringement”). Enfinity will defend, indemnify and hold Customer harmless from any such action at Enfinity’s sole expense, provided that Enfinity shall have the sole control of the defense of any such action, all negotiations and/or its settlement, and Customer reasonably cooperates with Enfinity in such defense. In the event that a final injunction is obtained against Customer’s use of the Services by reason of an Infringement or Customer is otherwise prohibited from using same, Enfinity shall to the extent possible and at its expense, within sixty (60) days, either (a) procure for Customer the right to continue to use the Services that are infringing, or (b) replace or modify the Services to make its use noninfringing while being capable of performing the same function. If neither option is available to Enfinity, then Customer, at Customer’s option, may terminate this Agreement without penalty or further payment other than payment of fees for use of the Services prior to said termination.
6. CONFIDENTIAL INFORMATION
Definition. For purposes of this Agreement “Confidential Information” shall mean information including, without limitation, all Customer Data, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, Confidential Information shall include third party software, if any, that may be provided to Customer under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor.
Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; and (v) the receiving Party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving Party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.
Non-disclosure. During the current term of this Agreement and for a period of four (4) years thereafter, each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement; Each Party agrees to only disclose the other Party’s Confidential Information to its employees: (a) with a need to know to further permitted uses of such information; and (b) who are informed of the nondisclosure/non-use obligations imposed by this Section 6. Both parties shall take steps each determines appropriate to implement and enforce such non-disclosure/non-use obligations.
Terms of Agreement Confidential. Each of the Parties agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of the other Party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law, including but not limited to public records laws.
Injunctive Relief. In the event of an actual or threatened breach of the above confidentiality provisions, the non-breaching Party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
7. CUSTOMER RESPONSIBILITY
Customer is solely responsible for the content of communications transmitted by Customer using the Services, and shall defend, indemnify and hold harmless Enfinity from and against all liabilities and costs (including reasonable attorneys’ fees) arising from any and all third-party claims by any person based upon the content of any such communications.
CUSTOMER IS NOT PERMITTED TO RESELL THE SERVICES.
Customer shall use the Services only for lawful purposes. To the extent deemed necessary by Customer, Customer shall implement security procedures necessary to limit access to the Services to Customer’s authorized users and shall maintain a procedure external to the Services for reconstruction of lost or altered files, data or programs.
Customer is responsible for establishing designated points of contact to interface with Enfinity.
User Access. Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and deactivating Users. The System Administrator shall ensure that multiple Users do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users.
Security. Customer is solely responsible for maintaining the security of all user names and passwords granted to it, for the security of its information systems used to access the Service, and for its Users’ compliance with the terms of this Agreement. Enfinity will act as though any electronic communications it receives under Customer’s user names have been sent by Customer. Customer will immediately notify Enfinity if it becomes aware of any loss or theft or unauthorized use of any of Customer’s passwords or user names. Enfinity has the right at any time to terminate or suspend access to any User or to Customer if Enfinity believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the Service or Enfinity’s network.
Use Rights. During the term and subject to the terms of this Agreement, Enfinity hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to permit Customer’s Users to use the System for Customer’s business purposes. The use right in the preceding sentence is limited to the Service usage and functionality for which Customer has paid. Said use rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes Enfinity’s form of agreement agreeing to be bound by all of the terms and conditions of this Agreement. All rights in and to the System not expressly granted herein are reserved to Enfinity. Said use rights are non-transferable. Customer agrees to use commercially reasonable efforts to ensure that its employees and users of all Licensed Material hereunder comply with the terms and conditions set out in this Agreement.
Feedback. Enfinity shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.
License and Use Restrictions. Customer shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. Customer acknowledges and agrees that Enfinity shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer’s Users relating to the System.
9. CUSTOMER DATA
All customer data is owned by Customer and is to be held by Enfinity as strictly confidential. Enfinity shall not use the Customer Data other than to perform its obligations hereunder. Unless otherwise expressed by Customer in writing, Enfinity will delete and destroy Customer’s data once the Agreement is terminated with or without default.
Customer shall be solely responsible for the acts and omissions of its Users. Enfinity shall not be liable for any loss of data or functionality caused directly or indirectly by the Users.
Publicity. Enfinity may include Customer’s name, logos and event photos for Customer’s events executed using the System, in its marketing materials and marketing channels, including but not limited to press releases, websites and social media accounts.
Statistical Information. Enfinity may anonymously compile statistical information related to the performance of the Services for purposes of improving the Services, provided that such information does not identify Customer’s data or include Customer’s name.
This Agreement shall be governed by and construed under the laws of the United Arab Emirates.